As filed with the Securities and Exchange Commission on December 8, 2005
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PHARMION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-1521333
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2525 28th Street
Boulder, Colorado 80301
(Address of principal executive offices)
--------------------------------------------------------------------------------
Pharmion Corporation 2000 Stock Incentive Plan
Pharmion Corporation 2001 Non-Employee Director Stock Option Plan
(Full title of the plans)
--------------------------------------------------------------------------------
Patrick J. Mahaffy
President and Chief Executive Officer
Pharmion Corporation
2525 28th Street
Boulder, Colorado 80301
(720) 564-9100
(Name, address and telephone number, including area code, of agent for service)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Copies to
Peter H. Jakes, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
CALCULATION OF REGISTRATION FEE
========================= ================ ==================== ==================== =====================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee (2)
share (2) price (2)
------------------------- ---------------- -------------------- -------------------- ---------------------
Common Stock, $0.001
par value per share 2,150,000 $18.23 $39,194,500 $4,193.81
==========================================================================================================
(1) This Registration Statement covers 2,000,000 shares of the common stock
of Pharmion Corporation, $0.001 par value per share (the "Common Stock"),
issuable pursuant to the Pharmion Corporation 2000 Stock Incentive Plan and
150,000 shares of Common Stock issuable pursuant to the Pharmion Corporation
2001 Non-Employee Director Stock Option Plan (collectively, the "Plans"). In
addition, this Registration Statement covers an indeterminable number of
additional shares of Common Stock as may hereafter be offered or issued pursuant
to the Plans, to prevent dilution resulting from stock splits, stock dividends
or similar transactions effected without receipt of consideration and pursuant
to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities
Act").
(2) Estimated solely for calculating the amount of the registration fee. The
registration fee has been calculated pursuant to Rule 457(h) under the
Securities Act.
Explanatory Note
This Registration Statement on Form S-8, which incorporates by reference
the Registrant's previous Registration Statements on Form S-8 (File No.
333-11158 and File No. 333-122474), is being filed by the Registrant solely to
register additional securities issuable pursuant to its 2000 Stock Incentive
Plan and 2001 Non-Employee Director Stock Option Plan. Accordingly, this
Registration Statement consists only of those items required by General
Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Pharmion Corporation, a Delaware corporation (the
"Company"), are incorporated by reference into the Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, filed pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2005, June 30, 2005 and September 30, 2005, filed
pursuant to the Exchange Act;
(c) The Company's Current Reports on Form 8-K, filed on January 12,
2005, February 15, 2005, April 6, 2005, April 27, 2005, June 2, 2005, July
26, 2005, October 25, 2005, and December 8, 2005, respectively, pursuant to
the Exchange Act;
(d) The Company's Registration Statements on Form S-8, Registration
No. 333-122474 filed on February 2, 2005, and Registration No. 333-11158
filed on December 12, 2003, pursuant to the Exchange Act; and
(e) The description of the Common Stock, which is incorporated by
reference into the Company's Registration Statement on Form 8-A12G, filed
on October 30, 2003, pursuant to the Exchange Act, and contained in the
Company's Registration Statement on Form S-1, under the caption
"DESCRIPTION OF CAPITAL STOCK", Registration No. 333-108122, filed on
August 21, 2003, pursuant to the Securities Act.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Item 8. EXHIBITS
Exhibit No.
-----------
5 Opinion of Willkie Farr & Gallagher LLP with respect to the
legality of the securities to be issued pursuant to the Plans.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Willkie Farr & Gallagher LLP (contained in Exhibit 5).
24 Power of Attorney (reference is made to the signature page
hereto).
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Boulder, Colorado, on the 5th day of December, 2005.
Pharmion Corporation
By: /s/ Patrick J. Mahaffy
------------------------------
Patrick J. Mahaffy
President and Chief Executive Officer
Each of the undersigned officers and directors of Pharmion Corporation
hereby severally constitutes and appoints Patrick J. Mahaffy and Erle T. Mast,
and each of them, as the attorneys-in-fact for the undersigned, in any and all
capacities, with full power of substitution, to sign any and all amendments
(including post-effective amendments, exhibits thereto and other documents in
connection therewith) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, and each of them, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Patrick J. Mahaffy President and Chief December 5, 2005
-------------------------- Executive Officer
Patrick J. Mahaffy Director (Principal
Executive Officer)
/s/ Judith A. Hemberger Executive Vice President December 5, 2005
-------------------------- and Chief Operating
Judith A. Hemberger Officer; Director
/s/ Erle T. Mast Chief Financial Officer December 5, 2005
-------------------------- (Principal Financial
Erle T. Mast Officer and Principal
Accounting Officer)
/s/ Brian Atwood Director December 5, 2005
--------------------------
Brian Atwood
Signature Title Date
--------- ----- ----
/s/ James Blair Director December 5, 2005
--------------------------
James Blair
/s/ James Barrett Director December 5, 2005
--------------------------
James Barrett
Director December _, 2005
--------------------------
Cam L. Garner
/s/ Edward J. McKinley Director December 5, 2005
--------------------------
Edward J. McKinley
/s/ Thorlef Spickschen Director December 5, 2005
--------------------------
Thorlef Spickschen
/s/ John Reed Director December 5, 2005
--------------------------
John Reed
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
----------- ----------------------
5 Opinion of Willkie Farr & Gallagher LLP with respect to the
legality of the securities to be issued pursuant to the Plans.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Willkie Farr & Gallagher LLP (contained in Exhibit 5).
24 Power of Attorney (reference is made to the signature page
hereto).